1 c. flour
1/2 c. chopped nuts
1/2 c. butter

Mix and press into 9x13 pan. Bake at 350 degrees for 10 minutes. Cool.

FILLING:

1 (8 oz.) pkg. cream cheese, softened
1 c. powdered sugar
1 c. whip cream

Mix cream cheese and powdered sugar. Fold into the whipped cream. Spread over the cooled crust.

Cook 2 packages lemon filling as directed but use less water. Not instant pudding.

Spread over cheese mixture. If desired top with whip cream, nuts, cherries, whatever. Refrigerate.